International Wayside Gold Mines Ltd.
TSX VENTURE : WGM
FRANKFURT : IWUA

International Wayside Gold Mines Ltd.

January 29, 2008 14:19 ET

Int'l Wayside Gold Mines Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 29, 2008) - The Board of Directors of International Wayside Gold Mines Ltd. (the "Company") (TSX VENTURE:WGM)(FRANKFURT:IWUA) wishes to report that the Company has closed a portion of the $3.0 million financing announced on October 24, 2007 (NR# 07-18). 1,000,000 flow-through units at a subscription price of $0.20 per unit and 1,299,233 non flow-through units at a subscription price of $0.15 per unit have been closed for aggregate proceeds to the Company of $394,885. Further to the October 24th news release, Karver Capital Canada Inc. did not participate in such financing.

Management is actively engaged in discussions with a number of investment companies that specialize in mining finance. Management's objective is to develop strategic alliances to meet the Company's financing needs as the Bonanza Ledge at the Cariboo Gold Project advances.

The aforementioned subscribed for flow-through units, consist of one common share and one-half of one non-transferable share purchase warrant (each whole share purchase warrant entitling the holder to purchase one further common share of the Company for a period of two years expiring December 31, 2009, at the exercise price of $0.24 per share); the non flow-through units consist of one common share and one-half of one non-transferable share purchase warrant (each whole share purchase warrant entitling the holder to purchase one further common share of the Company for a period of two years expiring January 19, 2010 at the exercise price of $0.185 per share). Securities distributed pursuant to this private placement, including any shares issued as a result of the exercise of underlying warrants, are subject to a four month and one day hold period expiring as follows: 1,000,000 issued securities have a hold period expiring April 30, 2008 and 1,299,233 issued securities have a hold period expiring May 19, 2008. In addition, all warrants issued in connection with this private placement contain a forced exercise provision commencing on the day following the expiry of the hold period on the underlying common share, stating that if, for ten consecutive trading days, the closing price of the listed shares of the Company exceeds $1.00 then the exercise period of the warrants will be shortened to a period of 30 days).

A cash finder's fee in the amount of $12,000 was paid to Barrie White Capital Corp. in connection with this private placement.

As insiders, Frank and Elaine Callaghan's acquisition of 1,099,233 non flow-through units make a portion of this private placement a "related party transaction" within the meaning of Ontario Securities Commission ("OSC") Rule 61-501 (the "OSC Rule") and TSXV Policy 5.9. The Company is relying on exemptions listed in sections 5.5(2) and 5.7(2) of the OSC Rule to exempt them from the formal valuation and minority approval requirements of the OSC Rule.

The Board also wishes to report that Mr. Richard Lee has resigned as the CFO to pursue other business interests. The Board of Directors wish to thank Mr. Lee for his valuable contribution to the Company and wish him well in his future business endeavors.

ON BEHALF OF THE BOARD OF DIRECTORS

J. Frank Callaghan, President and CEO

The TSX Venture Exchange has neither approved nor disapproved of the information contained herein.

Contact Information

  • International Wayside Gold Mines Ltd.
    J. Frank Callaghan
    President and CEO
    (604) 669-6463 or Toll Free: 1-800-663-9688
    (604) 669-3041 (FAX)
    Website: www.wayside-gold.com